REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2010 • Molycorp, Inc. • Metal mining • Delaware
Contract Type FiledJune 21st, 2010 Company Industry JurisdictionTHIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of April 15, 2010, by and among Molycorp, Inc., a Delaware corporation (the “Corporation”), Resource Capital Fund IV L.P., a Cayman Island limited partnership (“RCF IV”), Resource Capital Fund V L.P., a Cayman Island limited partnership (“RCF V” and together with RCF IV, “RCF”), PP IV Mountain Pass II, LLC, a Delaware limited liability company (“PP IV MP II”), PP IV MP AIV 1, LLC, a Delaware limited liability company (“PMP AIV 1”), PP IV MP AIV 2, LLC, a Delaware limited liability company (“PMP AIV 2”), PP IV MP AIV 3, LLC, a Delaware limited liability company (“PMP AIV 3,” and together with PP IV MP II, PMP AIV 1 and PMP AIV 2, “Pegasus”), TNA Moly Group LLC, a Delaware limited liability company (“TNA”), MP Rare Company LLC, a Delaware limited liability company (“MP,” and together with RCF, Pegasus and TNA, the “Initial Stockholders”) and KMSMITH LLC, a Delaware limited liability company (“KMSMITH”).
STOCKHOLDERS AGREEMENTStockholders Agreement • June 21st, 2010 • Molycorp, Inc. • Metal mining • Delaware
Contract Type FiledJune 21st, 2010 Company Industry JurisdictionTHIS STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of April 15, 2010 (the “Effective Date”), is made by and among Molycorp, Inc., a Delaware corporation (the “Corporation”), and the Persons identified on Schedule 1 attached hereto and any other person who from time to time becomes party to this Agreement by execution of a Joinder Agreement in substantially the form attached hereto as Exhibit A (collectively, the “Stockholders,” and each individually, a “Stockholder”).
Termination and Mutual Release AgreementTermination and Mutual Release Agreement • June 21st, 2010 • Molycorp, Inc. • Metal mining • New York
Contract Type FiledJune 21st, 2010 Company Industry JurisdictionThis Termination and Mutual Release Agreement (the “Agreement”) is entered into as of June 16, 2010, by and between Molycorp Minerals, LLC, a Delaware limited liability company (“Molycorp”) and Traxys North America LLC, a Delaware limited liability company (“Traxys”).
SALES/BUY-BACK AGREEMENTSales/Buy-Back Agreement • June 21st, 2010 • Molycorp, Inc. • Metal mining • New York
Contract Type FiledJune 21st, 2010 Company Industry JurisdictionAGREEMENT, made and entered into this 15 day of May, 2009 (“Effective Date”), by and between Traxys North America LLC, a Delaware limited liability company corporation with offices at 825 Third Avenue New York, NY 10022 (“Traxys”), and Molycorp Minerals, LLC, a Delaware limited liability company with offices at 5619 Denver Tech Center Parkway, Suite 1000, Greenwood Village, CO 80111 (“Molycorp”).
CONTRIBUTION AGREEMENTContribution Agreement • June 21st, 2010 • Molycorp, Inc. • Metal mining • Delaware
Contract Type FiledJune 21st, 2010 Company Industry JurisdictionTHIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of this 15th day of April, 2010, by and among Molycorp, Inc., a Delaware corporation (the “Corporation”), Molycorp, LLC, a Delaware limited liability company (“Molycorp LLC”), Molycorp Minerals, LLC, a Delaware limited liability company (“Molycorp Minerals”), Resource Capital Fund IV L.P., a Cayman Islands limited partnership (“RCF IV”), Resource Capital Fund V L.P., a Cayman Islands limited partnership (“RCF V”), PP IV Mountain Pass II, LLC, a Delaware limited liability company (“PP II LLC”), PP IV MP AIV 1, LLC, a Delaware limited liability company (“PP AIV 1”), PP IV MP AIV 2, LLC, a Delaware limited liability company (“PP AIV 2”), PP IV MP AIV 3, LLC, a Delaware limited liability company (“PP AIV 3,” together with PP II LLC, PP AIV 1 and PP AIV 2, the “Pegasus Entities”), TNA Moly Group LLC, a Delaware limited liability company (“TNA”), MP Rare Company LLC, a Delaware limited liability company (“MP”), KMSMIT
SALES/BUY-BACK AGREEMENTSales/Buy-Back Agreement • June 21st, 2010 • Molycorp, Inc. • Metal mining • New York
Contract Type FiledJune 21st, 2010 Company Industry JurisdictionAGREEMENT, made and entered into this 1st day of June, 2010 (“Effective Date”), by and between Traxys North America LLC, a Delaware limited liability company corporation with offices at 825 Third Avenue New York, NY 10022 (“Traxys”), and Molycorp Minerals, LLC, a Delaware limited liability company with offices at 5619 Denver Tech Center Parkway, Suite 1000, Greenwood Village, CO 80111 (“Molycorp”).